Exhibit 99.4
  WebMD
    Health Corp.
  Amended
    and Restated Nominating & Governance Committee
    Charter
    Effective as of October 29, 2010
    A. Purpose
  1.
    General. The Nominating & Governance
    Committee (the Committee) has been established by
    the Board of Directors (the Board) of WebMD Health
    Corp. (the Corporation) by combining the
    responsibilities of the Boards Nominating Committee and
    its Governance & Compliance Committee. The Committee
    shall:  
    assist the Board by actively identifying individuals qualified
    to become Board members and making recommendations to the Board
    regarding (a) the persons to be nominated by the Board for
    election as director at each annual meeting of stockholders,
    (b) appointments of directors to fill vacancies occurring
    between annual meetings and (c) appointments of directors
    to fill newly created directorships, if any, created by
    expansion of the size of the Board between annual meetings;
    to evaluate and make recommendations to the Board regarding
    matters relating to the governance of the Corporation;
    to assist the Board in coordinating the activities of the
    Boards other standing committees, including with respect
    to the Corporations compliance programs; and to provide
    additional oversight of those compliance programs.  2.
    Diversity. The Board believes that diversity is a
    critical attribute of a well-functioning board. It is the
    responsibility of the Nominating Committee to seek qualified
    candidates to fill vacancies on the Board that contribute
    distinctive and useful perspectives to governance that best
    serves the interests of the Company and its stockholders. The
    Committee shall advise the Board on matters of diversity,
    including gender, race, culture, thought and geography, and
    recommend, as necessary, procedures for achieving diversity of
    viewpoint, background, skills, types of experience, and areas of
    expertise on the Board.  B. Composition
  1.
    Members. The Committee shall consist of as many
    members as the Board shall determine, but in any event not fewer
    than three members. Members of the Committee shall be appointed
    by the Board in accordance with the By-laws of the Corporation.
    Committee members shall serve until the earliest of their
    resignation or their replacement or removal by the Board in
    accordance with this Charter and the By-laws of the Corporation.2.
    Qualifications. Each member of the Committee shall,
    in the judgment of the Board, meet the following requirements
    (the Independence Requirements):  §
    all independence requirements, under applicable laws, rules and
    regulations, for members of nominating committees of companies
    listed for quotation on the NASDAQ Global Market;§
    all applicable independence requirements of The NASDAQ Stock
    Market for members of nominating committees of companies listed
    for quotation on the NASDAQ Global Market; and§
    being free from any relationship that, in the opinion of the
    Board, would interfere with the exercise of independent judgment
    as a member of the Committee.




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3.
    Chairperson. A Chairperson of the Committee shall be
    appointed by the Board or by the Committee. If the Board does
    not do so, the Committee members shall elect a Chairperson by
    vote of a majority of the full Committee.4.
    Removal and Replacement. The members of the
    Committee may be removed or replaced, and any vacancies on the
    Committee shall be filled, by the Board in accordance with the
    By-laws of the Corporation.  C. Operations
  1.
    Meetings. The Committee shall determine the schedule
    and frequency of the Committee meetings, provided that the
    Committee shall meet at least twice per year, one of which shall
    be in advance of the Boards nomination of directors for
    election at the Corporations annual meeting and
    consideration of other matters relating to the annual meeting.
    Minutes of these meetings shall be kept and filed with the
    Secretary of the Corporation.2.
    Agenda; Reports. The Committee shall determine the
    agenda for its meetings. The Committee may invite other Board
    members, members of management and others to attend meetings and
    provide pertinent information and reports, as it deems
    necessary. Nothing in this Charter shall be construed to
    restrict the reliance by any member of the Committee, to the
    full extent permitted by law, on information, opinions, reports
    or statements presented to the Committee by any of the
    Corporations officers or employees, or other committees of
    the Board, or by any other person selected with reasonable care
    by or on behalf of the Corporation or the Committee as to
    matters the Committee member reasonably believes are within such
    other persons professional or expert competence.3.
    Report to Board. The Committee shall report its
    actions and recommendations to the Board at the next Board
    meeting after each Committee meeting or, if so determined by the
    Committee, by distribution to the members of the Board of the
    minutes of a meeting, a unanimous written consent or other
    relevant documents.  D. Authority
    and Responsibilities Delegated to the Committee
  1.
    The Committee shall establish and review with the Board the
    qualifications and characteristics that it determines should be
    sought with respect to individual Board members and the Board as
    a whole and shall review with the Board any changes thereto that
    it may, from time to time, determine to be appropriate. These
    qualifications and characteristics shall be designed to assist
    the Board in meeting the objectives set forth in
    Section A.2 of this Charter with respect to diversity.2.
    The Committee shall assess the adequacy of this Charter and the
    procedures developed by the Committee to implement this Charter
    on at least an annual basis and shall submit any proposed
    amendments to this Charter that the Committee recommends be made
    to the Board for its approval. This assessment shall include a
    review of procedures developed to assist the Board in meeting
    the objectives set forth in Section A.2 of this Charter with
    respect to diversity.3.
    In order to assist the Board in meeting the objectives set forth
    in Section A.2 of this Charter with respect to diversity,
    the Committee shall develop director search processes that
    identify qualified Board candidates both in the corporate
    environment as well as other enterprises, such as government,
    academia, private enterprise, complex non-profit organizations,
    and professions that  Amended and Restated Nominating & Governance Committee
    Charter  
    Effective as of October 29, 2010
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serve them, such as accounting, human resources, and legal
    services. The search process will be designed so that candidates
    are not systematically eliminated from the search process due
    solely to background or organizational affiliation and so that
    each director search affirmatively seeks to include candidates
    with diverse backgrounds and skills.  4.
    The Committee shall, in accordance with (a) the policies
    and principles set forth in this Charter and (b) the
    relevant requirements of applicable law and requirements
    applicable to companies listed for quotation on the NASDAQ
    Global Market, identify and recommend to the Board  i.
    the persons to be nominated by the Board for election as
    director at each annual meeting of stockholders,ii.
    persons to be appointed as directors to fill vacancies occurring
    between annual meetings, and  iii.
    persons to be appointed as directors to fill newly created
    directorships, if any, created by expansion of the size of the
    Board between annual meetings.  5.
    The Committee shall review candidates for the Board recommended
    by stockholders pursuant to policies and procedures established
    by the Committee from time to time.6.
    The Committee shall consider whether to recommend to the Board
    increases or decreases in the size of the Board. The Committee
    shall consider whether to recommend to the Board
    (a) changes in the Board committee assignments of existing
    directors, (b) committee assignments for new directors and
    (c) the formation of additional Board committees.7.
    The Committee shall evaluate and make recommendations to the
    Board regarding (a) the governance of the Corporation;
    (b) Board procedures; and (c) related matters.
    Recommendations may include possible changes to the
    Corporations Certificate of Incorporation, By-laws, Board
    committee charters and other relevant constitutive documents,
    policy statements or similar materials.8.
    The Committee shall evaluate and make recommendations to the
    Board regarding any proposals for which a stockholder has
    provided required notice that such stockholder intends to make
    at the Annual Meeting of Stockholders, including recommendations
    regarding the Boards response and regarding whether to
    include such proposal in the Corporations proxy statement.9.
    The Committee may, if it deems it appropriate to do so, develop
    and present to the Board for its adoption a set of
    Corporate Governance Guidelines, which shall set
    forth guidelines in areas such as the function and operations of
    the Board and its committees.10.
    The Committee shall assess the adequacy of this Charter on at
    least an annual basis and shall submit any proposed amendments
    to this Charter that the Committee recommends be made to the
    Board for its approval.11.
    The Committee shall, to the full extent permitted by applicable
    law and the listing standards of The NASDAQ Stock Market
    applicable to the Corporation, be responsible for making any
    required determinations regarding the independence of the
    members of the Board.12.
    The Committee shall assist the Board in coordinating the
    activities of the Boards other standing committees,
    including with respect to the Corporations compliance
    programs, and shall provide additional oversight of those
    compliance programs and related matters.13.
    The Committee shall provide oversight with respect to matters
    relating to recruitment of senior executives of the Corporation,
    development of management talent and executive succession
    planning.    Amended and Restated Nominating & Governance Committee
    Charter  
    Effective as of October 29, 2010
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Amended and Restated Nominating & Governance Committee
    Charter  
    Effective as of October 29, 2010
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